Effective: September 16th, 2024
Conditions of Use
Welcome
Servai Software AB, 559455-9212, and/or its Software (“Servai, learn more at www.servai.se”) is willing to grant access to you as the company or the legal entity that will be utilizing the Software (referenced below as “Customer” “Client”) on the condition that you accept all of the terms of this agreement (as defined below). By entering into this agreement on behalf of the Customer, you represent that you have the legal authority to bind the Customer to this agreement. Customer and Servai may each also be referred to as a “party” and together, the “parties”.
The Servai Software
Servai is a Software designed to provide Customers’ with powerful AI solutions designed to enhance customer service and operational efficiency. Our Software, customizable to meet specific client needs, streamlines communication and other customer interactions. We process Personal Data as a Processor on behalf of the Customer.
Access and Use
Subject to payment of all applicable fees set forth in the Order or payment in accordance with our Authorized Payment provider (as appropriate) and the terms and conditions of this Agreement, Servai grants Customer, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit Authorized Users to access and use) the Software and applicable Documentation solely for Customer’s and its Affiliates’ internal business purposes in accordance with this agreement and in the quantity specified in the applicable Order. Servai may update the Software from time-to-time in its sole discretion but shall not remove a primary function of the Software without providing prior notice to Customer.
Access and Use Restrictions
Customer shall not (directly or indirectly):
copy or reproduce the Software or this agreement except as permitted under this Agreement;
exceed the subscribed quantities, users or other entitlement measures of the Software as set forth in the Sales Contract;
remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Software, terms or Servai’s Intellectual Property;
assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer under this Agreement to any third party except as expressly set forth herein;
modify, reverse engineer or disassemble the Software;
except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Software, attempt to recreate the Software or use the Software for any competitive or benchmark purposes;
create, translate or otherwise prepare derivative works based upon the Software, terms or Servai’s Intellectual Property;
interfere with or disrupt the integrity or performance of the Software;
attempt to gain unauthorized access to the Software or its related systems or networks, or perform unauthorized penetration testing on the Software;
use the Software in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; or
If Customer uses the Software in a manner that is outside or in violation of this agreement, then Customer will cooperate with Servai to address any applicable burden on the Software or pay an additional mutually agreed upon fee.
The Software
Servai will make available the Servai Software to the Customer by sending necessary instructions and files to the Customer. Subject to the limitations and the prohibitions described herein, Servai hereby grants to the Customer a non-exclusive licence to use the Servai Software for the Permitted Purpose as set forth in the Sales Contract.
We use advanced AI in our chats. While we strive for accuracy, we are not responsible for any incorrect or incomplete responses generated by artificial intelligence. Please verify critical information with a human representative when necessary.
Access
Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the Software, (ii) that such Authorized Users have been trained in proper use of the Software, and (iii) Servai may suspend Customer's access and use of the Software if there is an unusual and material spike or increase in Customer’s use of the Software and Servai reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Software. Servai will provide notice prior to such suspension if permitted by applicable law or unless Servai reasonably believes that providing such notice poses a risk to the security of the Software. Servai will promptly reinstate Customer’s access and use once the issue has been resolved.
Subscription Sales Contract
Servai offers every Customer a Sales Contract which may include, but not limited to, the price for availing the services, the permitted number of devices or users, and the payment method. In the event of any discrepancies between this document and the Sales Contract, the terms of the Sales Contract shall prevail.
Subscription Downgrades
Depending on your Sales Contract, you may be entitled to downgrade your subscription by sending a notice to Servai at the email contact@servai.se, in order to request subscription downgrade and billing over the 15 days following the change. However, in the event of an oversight, Servai will not offer retroactive reimbursement or be obligated to offer any refunds for unused subscription.
Subscription Limits
You agree to not use the Services in any manner that substantially exceeds typical use consumption, including but not limited to the number of monthly users. The Customer may be entitled to change the limits that apply to your use of the Software at any time by sending a notice to Servai, depending on the Sales Contract. You agree that Servai shall not be entitled to pay you for any unused subscription or number or users.
Customer Support
For support that apply to your subscription, please send a message to contact@servai.se
Email Practices
You agree to only send Emails to recipients who have given their consent to receive the email responses you generate using the Software according to applicable laws and regulations (e. g. General Data Protection Regulations (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data); or according to section 7, paragraph 2, number 3 UWG (Act Against Unfair Competition) - (opt in) - or have a business relationship with the advertiser, and the conditions according to article 13 section 2 of the European Parliament and Council Directive 2002/58/EU on Privacy and Electronic Communication are met, and etc.).
Customer Obligations
The licence granted by Servai to the Customer is subject to the following limitations:
the Software must not be used at any point in time by more than the number of concurrent users specified in the Sales Contract;
the Software may only be used by the employees, agents and subcontractors of the Customer and:
where the Customer is a company, the Customer's officers;
where the Customer is a partnership, the Customer's partners; and
where the Customer is a limited liability partnership, the Customer's members;
the Customer must comply at all times with the terms of the acceptable use policy set out in this agreement, and must ensure that all users of the Software agree to and comply with the terms of that acceptable use policy;
Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by us to the Customer under this Clause is subject to the following prohibitions:
the Customer must not sub-license its right to access and use the Software or allow any unauthorised person to access or use the Software;
the Customer must not frame or otherwise re-publish or re-distribute the Software; and
the Customer must not alter or adapt or edit the Software save as expressly permitted by this terms.
For the avoidance of doubt, the Customer has no right to access the object code or source code of the Software, either during or after the Term
All Intellectual Property Rights in the Software shall, as between the parties, be the exclusive property of Servai.
The Customer shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Software using the Customer's account.
The Customer must not use the Software in any way that causes, or may cause, damage to the Software or impairment of the availability or accessibility of the Software, or any of the areas of, or services on, the Software.
The Customer must not use the Software in any way that is unlawful, illegal, fraudulent or harmful; or
In connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
Support Services and Upgrades
During the Term Servai will provide the Support Services to the Customer, and may apply Upgrades to the Software, but with a notice of upgrades sent to the Customer. However, Servai reserve the rights to sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.
Customer Materials
The Customer grants to Servai during the Term a non-exclusive licence to store, copy and otherwise use the Customer Materials on the Software for the purposes of operating the Software, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement. Subject to terms described here in, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer. The Customer warrants and represents to Servai that the Customer Materials, and their use by Servai in accordance with the terms of the Agreement, will not:
breach any laws, statutes, regulations or legally-binding codes;
infringe any person's Intellectual Property Rights or other legal rights; or
give rise to any cause of action against Servai or the Customer or any third party,
Where Servai reasonably suspects that there has been a breach by the Customer of the provisions of this section, Servai may:
delete or amend the relevant Customer Materials; and/or
suspend any or all of the Services and/or the Customer’s access to the Software while it investigates the matter.
Any breach by the Customer will be deemed to be a material breach of the Agreement.
Servai shall ensure that the Customer Materials stored and processed by the Software are stored separately from, and are not co-mingled with, the materials of other Customers of Servai.
Customer WorkFlow Data
The Customers agree that all disclosure and use of the Software for project workflow purpose, (defined below) will comply with the terms and conditions and privacy policies under which it was collected and all applicable laws, statutes, rules or regulations relating to such Project Data and the persons from whom it is collected. “Project Data” means data imported by Customer or obtained from persons filling in Customer’s widgets. Customer further agrees and warrants that its collection and use of Software from those persons comports with its stated privacy policies and comports with all applicable federal, state and local laws. Customer is responsible for all actions with respect to personally identifiable information of persons that are included in the list of entries. Title to and ownership of all intellectual property rights of the Project Data shall remain exclusively with Customer.
Payment & Tax
The Sales Contract will include the payment method and the price.
All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise. VAT will be payable by the Customer to Servai in addition to the principal amounts.
Indemnity
The Customer will indemnify and will keep indemnified Servai against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by Servai and arising as a result of any breach by the Customer.
Data protection
The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Servai under or in connection with the Agreement.
Servai warrants that:
it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by Servai on behalf of the Customer; and
it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by Servai on behalf of the Customer.
Customer Data/Content
As between Servai and Customer, Customer is solely responsible for: (i) the content, quality and accuracy of Customer Data as made available by Customer and by Authorized Users; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used for the purpose of the Software; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with Servai (to the extent applicable); and (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations including Applicable Data Protection Laws.
Data Protection Laws
The Parties shall comply with their respective obligations under the Applicable Data Protection Laws. In particular, if Customer is established in the European Economic Area (“EEA”), in the United Kingdom (“UK”) or the Switzerland, or will, in connection with the Software, provide Servai with personal data relating to an individual located within the EEA, the UK or US, the Parties shall comply with our Data Processing Addendum which in such case is hereby incorporated into this Agreement.
Confidentiality
Servai will:
Keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause;
Protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
Customer Confidential Information may be disclosed by Servai to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.
The obligations set out in this Clause shall not apply to:
Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
Customer Confidential Information that is in possession of Servai prior to disclosure by the Customer;
Customer Confidential Information that is received by Servai from an independent third party who has a right to disclose the relevant Confidential Information; or
Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that Servai must where permitted by law give to the Customer prompt written notice of the disclosure requirement.
Security of Customer Data
Servai shall: (i) ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (ii) have measures in place designed to protect the security and confidentiality of Customer Data; and (iii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement. Servai shall not materially diminish its security controls with respect to Customer Data during a particular Software term. The obligations set forth in this Section are in addition to any confidentiality, privacy, security or other requirements contained in these terms or DPA, as applicable.
Term
This Agreement will be effective upon Customer’s first access of a Software and shall remain in force during the applicable Subscription Term of the Software or throughout Customer’s continued use of the Software, as applicable.
Termination
Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement, or Order , in whole or in part, or cease provision of the Software if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party. Servai reserves the right to suspend Customer’s access to the applicable Software upon 30 days’ written notice to Customer if : (a) an invoice is more than sixty (60) days past due; or (b) if there is an uncured material breach of this Agreement. Servai will promptly reinstate Customer’s access and use of the Software and the Services once the issue has been resolved. Upon termination or expiration of the Agreement or an Order, (x) any accrued rights and obligations will survive; (y) all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable.
Notices
Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by fax or email, for the attention of the relevant person, and to the relevant address or fax number or email address given below (or as notified by one party to the other in accordance with this Clause).
Customer Logo/Materials
The Customer agrees that Servai may use his name, logo, or feedback for any advertising, publicity or other business purpose at any time, during and after the use of our free version and paid version of our Software and the term of this Agreement. The use of the Customer’s name, logo, or feedback shall not be deemed to result in any invasion of privacy or in violation of any property right the Customer may have; and The Customer agrees that they shall receive no consideration of any kind, if his name, logo or feedback is used. The Customer further agrees that any positives, prints or other material for printing purposes prepared in connection with the use of his name, logo or feedback by Servai shall be and are the sole property of Servai and Servai Software AB.
Dispute Procedure
If you have any concerns, disputes against a Customer or Servai regarding the provision of the Software and services, you agree to a dialogue; However, if a dialogue can not be reached, any commercial litige shall be handled at Stockholms Tingsrätt, Sweden.
Governing Law
These terms (Agreement) will be governed by and construed in accordance with the Swedish laws including the European Union GDPR; will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
Support Channels
For support, queries, and complaints, please send an email to contact@servai.se.
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